Not every buyout is welcomed with open arms. Atheros Communications (Nasdaq: ATHR) has been forced to delay a shareholder vote on its proposed acquisition by Qualcomm (Nasdaq: QCOM), because a pending shareholder lawsuit threw a wrench into the merger gears.
The vote was scheduled for today, but a court order has moved it to March 18 so shareholders can review a few additional disclosures. The slightly-above-25% buyout premium wasn't rich enough for some shareholders' blood, inspiring cries of "fiduciary duty" and "undervalued." And so it goes.
This merry dance has become a fact of life in modern mergers and acquisitions. Marvel was sued on similar grounds when Walt Disney (NYSE: DIS) came knocking with a 29% buyout premium. Fellow Fool Rick Munarriz pegged Internet Brands (Nasdaq: INTE) as a buyout target before the company was taken private, yet the lawsuits rained down as soon as the ink was dry on that deal.
These suits rarely affect the outcome of buyouts but they made a difference this time. Now we know that Atheros CEO Craig Barratt was promised early on to have a job with Qualcomm after the merger, and we've seen the $24 million fee Atheros will pay to advisor Qatalyst Partners if the deal goes through. Atheros owners don't appear terribly concerned by the delay as share prices hardly moved on the news.
A cynic might call these lawsuits self-serving cash grabs, while others could call it protecting shareholder interests. Where do you stand? Discuss in the comments below.
You can add Atheros to your watchlist to keep track of its last days as an independent company, or grab Qualcomm to see how the operation works out in the long run.
